Fixed Rate Notes. Fixed Rate Notes shall bear interest from (and including) the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note will be made on the next succeeding Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfied.
Appears in 2 contracts
Samples: First Supplemental Indenture (Irsa Propiedades Comerciales S.A.), First Supplemental Indenture (Irsa Propiedades Comerciales S.A.)
Fixed Rate Notes. Each Fixed Rate Notes shall Note will bear interest from (and including) the Interest Commencement including its Issue Date specified above at the rate or rates per annum so set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (the “Fixed Rate(sother than a Zero-Coupon Note) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made payable either monthly, quarterly, semi-annually or annually on the each Interest Payment Date next following and at Maturity (or on the Interest Commencement Datedate of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall will be payable in immediately available funds to the Person person in whose name a Security Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that provided, however, interest payable at Stated Maturity Maturity, on a date of redemption or upon acceleration or redemption shall in connection with the exercise of the Survivor’s Option will be payable to the Person person to whom principal will shall be payable; and provided further, that if and to the extent IRSA PC defaults in the . Any payment of the interestprincipal, including any Additional Amountsand premium, due on such Interest Payment Dateif any, such defaulted interest, including any Additional Amounts, shall be paid or interest required to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business DayDay need not be made on such day, payment of principal (and premium, if any) and interest with respect to such Note will but may be made on the next succeeding Business Day with the same force and effect as if made on the due date such day, and no additional interest shall accrue as a result of such delayed payment. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date. Floating Rate Notes. Interest on Floating Rate Notes will be payable monthly, quarterly, semiannually or annually (each an “Interest Payment Date”). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of the month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Notes. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such payment Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the registered Holder on such next succeeding Regular Record Date. Calculation of Interest: Interest on Fixed Rate Notes (including interest for partial periods) will accrue from be calculated on the basis of a 360-day year of twelve 30-day months. (Examples of interest calculations are as follows: October 1, 2021 to April 1, 2022 equals 6 months and after such due date. FOR VALUE RECEIVED0 days, or 180 days; the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code interest paid equals 180/360 times the annual rate of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such interest times the principal amount of said Note the Note. The period from December 3, 2021 to April 1, 2022 equals 3 months and 28 days, or 118 days; the interest payable equals 118/360 times the annual rate of interest times the principal amount of the Note). Interest rates on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note Floating Rate Notes will be a “qualified institutional buyer” (determined as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note the form of Notes (substantially as described in the Prospectus and the Indentureapplicable Pricing Supplement). If none of the foregoing boxes is checked, the Trustee shall not Interest on Floating Rate Notes will be obligated to register this Note calculated as specified in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiedapplicable pricing supplement.
Appears in 2 contracts
Samples: Selling Agent Agreement (Ally Financial Inc.), Selling Agent Agreement (Ally Financial Inc.)
Fixed Rate Notes. Fixed Rate Notes shall bear interest from (and including) the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note will be made on the next succeeding Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x ☒ This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x <>ÎýáC¨l°NÛèÖÆ ÒY9 ‚ã' ¨„³y ªçüFš?RÍ5☒ This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x ☒ This Note is being transferred to a Dealer or to IRSA PC; or x ☒ This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfied.. Date:
Appears in 2 contracts
Samples: First Supplemental Indenture (Cresud Inc), First Supplemental Indenture (Irsa Propiedades Comerciales S.A.)
Fixed Rate Notes. Each Fixed Rate Notes shall Note will bear interest from (and including) the Interest Commencement including its Issue Date specified above at the rate or rates per annum so set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (the “Fixed Rate(sother than a Zero-Coupon Note) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made payable either monthly, quarterly, semi-annually or annually on the each Interest Payment Date next following and at Maturity (or on the Interest Commencement Datedate of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor's Option). Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall will be payable in immediately available funds to the Person person in whose name a Security Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that provided, however, interest payable at Stated Maturity Maturity, on a date of redemption or upon acceleration or redemption shall in connection with the exercise of the Survivor's Option will be payable to the Person person to whom principal will shall be payable; and provided further, that if and to the extent IRSA PC defaults in the . Any payment of the interestprincipal, including any Additional Amountsand premium, due on such Interest Payment Dateif any, such defaulted interest, including any Additional Amounts, shall be paid or interest required to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business DayDay need not be made on such day, payment of principal (and premium, if any) and interest with respect to such Note will but may be made on the next succeeding Business Day with the same force and effect as if made on the due date such day, and no additional interest shall accrue as a result of such delayed payment. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date. Floating Rate Notes. Interest on Floating Rate Notes will be payable monthly, quarterly, semi-annually or annually (each an "Interest Payment Date"). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of the month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Notes, except in the case of a LIBOR Note if such Business Day is in the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note Interest Payment Date shall be paid on the books of IRSA PC with full power of substitution in Interest Payment Date following the premises. In connection with any transfer of this Note occurring prior next succeeding Regular Record Date to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during registered Holder on such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiednext succeeding Regular Record Date.
Appears in 1 contract
Samples: Selling Agent Agreement (General Motors Acceptance Corp)
Fixed Rate Notes. Each Fixed Rate Notes shall Note will bear interest from (and including) the Interest Commencement including its Issue Date specified above at the rate or rates per annum so set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (the “Fixed Rate(sother than a Zero-Coupon Note) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made payable either monthly, quarterly, semi-annually or annually on the each Interest Payment Date next following and at Maturity (or on the Interest Commencement Datedate of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall will be payable in immediately available funds to the Person person in whose name a Security Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that provided, however, interest payable at Stated Maturity Maturity, on a date of redemption or upon acceleration or redemption shall in connection with the exercise of the Survivor’s Option will be payable to the Person person to whom principal will shall be payable; and provided further, that if and to the extent IRSA PC defaults in the . Any payment of the interestprincipal, including any Additional Amountsand premium, due on such Interest Payment Dateif any, such defaulted interest, including any Additional Amounts, shall be paid or interest required to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business DayDay need not be made on such day, payment of principal (and premium, if any) and interest with respect to such Note will but may be made on the next succeeding Business Day with the same force and effect as if made on the due date such day, and no additional interest shall accrue as a result of such delayed payment. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date. Floating Rate Notes. Interest on Floating Rate Notes will be payable monthly, quarterly, semi-annually or annually (each an “Interest Payment Date”). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of the month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Notes, except in the case of a LIBOR Note if such Business Day is in the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such payment Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the registered Holder on such next succeeding Regular Record Date. Calculation of Interest: Interest on Fixed Rate Notes (including interest for partial periods) will accrue from be calculated on the basis of a 360-day year of twelve 30-day months. (Examples of interest calculations are as follows: October 1, 2006 to April 1, 2007 equals 6 months and after such due date. FOR VALUE RECEIVED0 days, or 180 days; the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code interest paid equals 180/360 times the annual rate of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such interest times the principal amount of said Note the Note. The period from December 3, 2006 to April 1, 2007 equals 3 months and 28 days, or 118 days; the interest payable equals 118/360 times the annual rate of interest times the principal amount of the Note.) Interest rates on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note Floating Rate Notes will be a “qualified institutional buyer” (determined as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note the form of Notes (substantially as described in the Prospectus and the Indentureapplicable Pricing Supplement). If none of the foregoing boxes is checked, the Trustee shall not Interest on Floating Rate Notes will be obligated to register this Note calculated as specified in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiedapplicable pricing supplement.
Appears in 1 contract
Samples: Selling Agent Agreement (Gmac LLC)
Fixed Rate Notes. (1) At any time prior to May 15, 2010, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Fixed Rate Notes shall bear issued under this Indenture (including the principal amount of any Additional Fixed Rate Notes issued under this Indenture and without duplication with respect to Exchange Fixed Rate Notes issued under this Indenture) at a redemption price equal to 109.500% of the principal amount of the Fixed Rate Notes redeemed, plus accrued and unpaid interest from (and including) the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Additional Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at redemption date, with the close net cash proceeds of business on one or more Equity Offerings of the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment DateCompany; provided that interest payable that:
(a) at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment least 50% of the interestaggregate principal amount of Fixed Rate Notes issued under this Indenture (excluding Fixed Rate Notes held by the Company and its Subsidiaries, but including any Additional AmountsFixed Rate Notes and without duplication with respect to Exchange Fixed Rate Notes issued under this Indenture) remains outstanding immediately after the occurrence of such redemption; and
(b) the redemption occurs within 90 days after the date of the closing of any such Equity Offering.
(2) Except pursuant to the preceding paragraph and clause (d) below, due the Fixed Rate Notes will not be redeemable at the Company's option prior to May 15, 2011.
(3) On or after May 15, 2011, the Company may, in one or more instances, redeem all or a part of the Fixed Rate Notes upon not less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture), at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below plus accrued and unpaid interest and Additional Interest, if any, on such Interest Payment Datethe Fixed Rate Notes redeemed, such defaulted interestto the applicable redemption date, including any Additional Amountsif redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: YEAR PERCENTAGE ---------------------- ---------- 2011.................. 104.750% 2012.................. 102.375% 2013 and thereafter... 100.000%
(c) Any redemption pursuant to this Section 3.07 shall be paid made pursuant to the Person provisions of Sections 3.01 through 3.06 hereof.
(d) At any time prior to May 15, 2009, for the Floating Rate Notes and May 15, 2011, for the Fixed Rate Notes, the Company may, in whose names one or more instances, also redeem all or a part of such Notes, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of such Notes are registered at redeemed plus the end Applicable Premium as of a subsequent record the date established by IRSA PC by notice given by or on behalf of IRSA PC redemption, and accrued and unpaid interest and Additional Interest, if any, to such redemption date (the "Make-Whole Redemption Date"), subject to the rights of Holders of the Notes not less than fifteen (15) days preceding such special record date, such on the relevant record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of receive interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made due on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The relevant interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note will be made on the next succeeding Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfied.
Appears in 1 contract
Fixed Rate Notes. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (other than a Zero-Coupon Note or an Amortizing Note) will be payable at Maturity and semi-annually each April 1 and October 1 (a "Semi-Annual Pay Note" or, if annually, on October 1 of each year (an "Annual Pay Note")) and at Maturity. Unless otherwise specified in the applicable Pricing Supplement, principal of and interest on each Amortizing Note will be payable at Maturity and either quarterly on each January 1, April 1, July 1 and October 1, or semi-annually on each April 1 and October 1. Payments with respect to Amortizing Notes will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof. In the case of Fixed Rate Notes shall bear interest from (and including) the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemptionGlobal Notes) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on such Interest Payment Date to the person to whom the Note originally was issued. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such Interest Payment Date shall be made paid on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business Holder on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided Unless otherwise specified in the Indentureapplicable Pricing Supplement, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note Date with respect to any Interest Payment Date will include interest accrued to but excluding shall be the fifteenth day of the calendar month next preceding such Interest Payment Date. Floating Rate Notes. Interest on Fixed Floating Rate Notes will be calculated payable monthly, quarterly, semi-annually or annually (each an "Interest Payment Date"). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the basis third Wednesday of each month; with a 360quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-day annual Interest Payment Period, on the third Wednesday of the two months of each year consisting specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for any Fixed Floating Rate Note falls on Notes would otherwise be a day which that is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Notes, except in the same force case of a LIBOR Note if such Business Day is in the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day. In the case of a Global Note issued between a Regular Record Date and effect as if made the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the due date Issue Date and no interest ending on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note Interest Payment Date shall be paid on the books of IRSA PC with full power of substitution in Interest Payment Date following the premises. In connection with any transfer of this Note occurring prior next succeeding Regular Record Date to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during registered Holder on such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiednext succeeding Regular Record Date.
Appears in 1 contract
Samples: Selling Agent Agreement (General Motors Acceptance Corp)
Fixed Rate Notes. Unless otherwise specified in a Pricing Supplement, interest on Fixed Rate Notes shall bear (including interest from (and includingfor partial periods) the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears will be calculated on the basis of a year of twelve thirty-day months. Floating Rate Notes. Interest Payment Date(s) in each year and rates on the Stated Maturity or upon redemption or acceleration. The first payment of interest Floating Rate Notes will be made on determined as set forth in the Interest Payment Date next following the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation form of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided furtherNotes. Unless otherwise specified in a Pricing Supplement, that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Floating Rate Notes will be calculated on the basis of actual days elapsed and a 360-day year consisting of twelve 30-day months360 days except that in the case of Treasury Rate Notes or CMT Rate Notes, interest will be calculated on the basis of the actual number of days in the year. If check drawn on the Stated Maturity for any Fixed Rate Trustee (or another Person appointed by the Trustee) and mailed by the Trustee to the Person entitled thereto as provided in such Note and the Indenture; provided, however, that the holder of (or the equivalent thereof in another currency or composite currency) $10,000,000 or more of Notes having the identical terms and provisions will be entitled to receive payment by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Trustee not later than the Regular Record Date applicable to such Interest Payment Date. Interest payments on Notes in a Specified Currency other than U.S. dollars will be made by check or, at the option of the holder of the Note, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Trustee not later than the Regular Record Date applicable to such Interest Payment Date. Following each Regular Record Date, the Trustee will furnish the Company with a list of interest payments to be made on the following Interest Payment Date for each Note and in total for all Notes. Interest at maturity will be payable to the person to whom the payment of principal is payable. The Trustee will provide monthly to the Company lists of principal and interest to be paid on Notes maturing in the next month. The Trustee will be responsible for withholding taxes on interest paid on Notes as required by applicable law. been such Interest Payment Date with respect to such LIBOR Note. If the Maturity Date or redemption date for any Fixed Floating Rate Note falls on a day which that is not a Business Day, payment of principal (and principal, premium, if any) , and interest with respect to such Floating Rate Note will shall be made on the next succeeding Business Day with the same force and effect as if made on the due date date, and no interest on shall accrue to such payment will accrue from next succeeding Business Day. Acceptance and after such due date. FOR VALUE RECEIVEDRejection of Unless otherwise instructed by the Company, the undersigned Holder hereby sellsOrders: Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by the Agent, assigns other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and transfers unto the Agent, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee for such Certificated Note will have adequate time to prepare and authenticate such Note. Preparation and Delivery of If any order to purchase a Note is accepted by Pricing Supplement: or on behalf of the Company, the Company will prepare a pricing supplement (Please print or typewrite name and address including postal code a "Pricing Supplement") reflecting the terms of assignee) Insert Taxpayer Identification No.: this such Note and all rights thereunderwill file such Pricing Supplement with the Commission, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (bthe applicable paragraph of Rule 424(b) or (c) aboveunder the Act, and documents are being furnished will deliver the number of copies of such Pricing Supplement to the Trustee or the Transfer Agent which comply solicited such offer to purchase as such Agent shall request by the close of business on the following Business Day. Such Agent will cause such Pricing Supplement to be delivered to the purchaser of the Note. In each instance that a Pricing Supplement is prepared, such Agent will affix the Pricing Supplement to a Prospectus prior to its use. Outdated Pricing Supplements will be destroyed. instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the conditions appropriate Pricing Settlement, may be delivered in connection with the settlement of transfer set forth such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in this Note and the Indenture. If none of event that the foregoing boxes is checked, the Trustee shall Company determines that such orders may not be obligated to register this Note in the name settled or that copies of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiedProspectus may not be so delivered.
Appears in 1 contract
Fixed Rate Notes. Each Fixed Rate Notes shall Note will bear interest from (and including) the Interest Commencement including its Issue Date specified above at the rate or rates per annum so set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (the “Fixed Rate(sother than a Zero-Coupon Note) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made payable either monthly, quarterly, semi-annually or annually on the each Interest Payment Date next following and at Maturity (or on the Interest Commencement Datedate of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall will be payable in immediately available funds to the Person person in whose name a Security Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that provided, however, interest payable at Stated Maturity Maturity, on a date of redemption or upon acceleration or redemption shall in connection with the exercise of the Survivor’s Option will be payable to the Person person to whom principal will shall be payable; and provided further, that if and to the extent IRSA PC defaults in the . Any payment of the interestprincipal, including any Additional Amountsand premium, due on such Interest Payment Dateif any, such defaulted interest, including any Additional Amounts, shall be paid or interest required to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business DayDay need not be made on such day, payment of principal (and premium, if any) and interest with respect to such Note will but may be made on the next succeeding Business Day with the same force and effect as if made on the due date such day, and no additional interest shall accrue as a result of such delayed payment. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date. Floating Rate Notes. Interest on Floating Rate Notes will be payable monthly, quarterly, semi-annually or annually (each an “Interest Payment Date”). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of the month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Notes, except in the case of a LIBOR Note if such Business Day is in the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note Interest Payment Date shall be paid on the books of IRSA PC with full power of substitution in Interest Payment Date following the premises. In connection with any transfer of this Note occurring prior next succeeding Regular Record Date to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during registered Holder on such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiednext succeeding Regular Record Date.
Appears in 1 contract
Fixed Rate Notes. Interest payments on Fixed Rate Notes shall bear interest from (and including) the Interest Commencement Date specified above at the rate will be made semi-annually or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears otherwise on the Interest Payment Date(s) dates specified in each year the applicable Pricing Supplement and on the Stated Maturity Maturity, Redemption Date or upon redemption or accelerationOptional Repayment Date, as the case may be. The first payment of interest will be made on the If an Interest Payment Date next following the Interest Commencement Date. Interest (and principalwith respect to any Fixed Rate Note would otherwise fall on a day that is not a Business Day with respect to such Note, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each such Interest Payment Date notwithstanding will be the cancellation of such Securities upon any transfer or exchange thereof subsequent following day that is a Business Day with respect to such Regular Record Date Note, and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults unless otherwise specified in the payment of applicable Pricing Supplement, no additional interest shall accrue for the interest, including any Additional Amounts, due on such period from and after that Interest Payment Date, such defaulted interestStated Maturity, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by Redemption Date or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Optional Repayment Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, to the next preceding Business Day. Floating Rate Notes. Unless otherwise stated in the applicable Pricing Supplement, interest will be payable, in the case of the Floating Rate Notes which reset daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the Floating Rate Note and/or the applicable Pricing Supplement; in the case of Floating Rate Notes which reset quarterly, on the third Wednesday of March, June, September, and December of each year; in the case of Floating Rate Notes which reset semiannually, on the third Wednesday of the two months of each year specified in the Floating Rate Note and/or the applicable Pricing Supplement; and in the case of Floating Rate Notes which reset annually, on the third Wednesday of the month specified in the Floating Rate Note and/or the applicable Pricing Supplement, and in each case, at Maturity or, if applicable, upon redemption or optional repayment. For additional special provisions relating to Floating Rate Notes, see the Final Prospectus. If an Interest Payment Date with respect to any Floating Rate Note would otherwise fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date (will be the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note following day that is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder Business Day with respect to such Notes Note, and unless otherwise specified in the applicable Pricing Supplement, no additional interest shall remain accrue for the period from and after that Interest Payment Date, Stated Maturity, Redemption Date or Optional Repayment Date, as the case may be, to the next Business Day. However, in effect with respect to any future payments the case of a LIBOR Note, if such day falls in the next calendar month, such Interest Payment Date will be the preceding day that is a Business Day with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note will be made on the next succeeding Business Day with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification NoLIBOR Note.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfied.
Appears in 1 contract
Samples: Distribution Agreement (Bear Stearns Companies Inc)
Fixed Rate Notes. Fixed Rate Notes shall bear interest from (and including) the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment of the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States dates as may have been appropriately designated by such Holder to be agreed between the Trustee in writing no later than fifteen (15Issuer and the relevant Dealer(s) days prior to the date such payment is due. Unless such designation is revokedand on redemption or repayment, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement). Fixed Rate Notes will bear interest which will be payable on each Interest Payment Date as may be specified in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement and upon redemption or maturity and will be calculated on such basis as may be specified in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement. Floating Rate Notes: Floating Rate Notes will bear interest at a 360-rate determined on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2000 ISDA Definitions or the 2006 ISDA Definitions (as specified in the applicable Final Terms and as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as of the Issue Date of the first Tranche of the Notes of the relevant Series), or on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service (as specified in the applicable Final Terms), or, in the case of Exempt Notes, on such other basis as may be agreed between the Issuer and the relevant Dealer(s) (as specified in the applicable Pricing Supplement). The Margin (if any) relating to such floating rate will be agr eed between the Issuer and the relevant Dealer(s) for each series of Floating Rate Notes (as indicated in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement). Interest on Floating Rate Notes in respect of eac h Interest Period will be payable on the first business day year consisting of twelve 30-day monthsthe next Interest Period and on redemption or repayment, and will be calculated using the Day Count Fraction specified in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement. If the Stated Maturity for any Fixed Rate Note or Issuer determines that a benchmark discontinuance event has occurred, then the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business DayIssuer shall, payment of principal (as soon as reasonably practicable and premiumusing reasonable endeavours, if any) and interest with respect to such Note will be made on the next succeeding Business Day consult with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC Calculation Agent with full power of substitution in the premises. In connection with any transfer of this Note occurring prior a view to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC Issuer determining an Alternative Pre-nominated Reference Rate or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be a “qualified institutional buyer” (as defined in Rule 144A), Alternative Rate and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the Spread Adjustment. See Condition 7 for further information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfied.
Appears in 1 contract
Samples: Euro Medium Term Note Programme
Fixed Rate Notes. Fixed Rate Notes shall This Note will bear interest from (and including) its Original Issue Date, or from the Interest Commencement Date specified above at the rate or rates per annum so specified (the “Fixed Rate(s) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made on the last Interest Payment Date next following to which interest has been paid or duly provided for, at the Interest Commencement Date. Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall be payable in immediately available funds to the Person in whose name a Security is registered at the close of business Rate stated on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer face hereof or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption shall be payable to the Person to whom principal will be payable; and provided further, that if and to the extent IRSA PC defaults in the payment of pricing supplement attached hereto or delivered herewith until the interest, including any Additional Amounts, due on such Interest Payment Date, such defaulted interest, including any Additional Amounts, shall be paid to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually principal amount hereof is paid or made available for payment, except as otherwise described below under "Subsequent Interest Periods" and "Extension of Stated Maturity", and except that if so specified in the attached pricing supplement, the rate of interest payable may be subject to adjustment as specified therein. Unless otherwise set forth herein or in the pricing supplement attached hereto or delivered herewith, interest on any this Note will be payable semiannually in arrears on the Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered Dates set forth above and at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Stated Maturity. If an Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will would otherwise be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which that is not a Business Day, such Interest Payment Date shall not be postponed; provided, however, that any payment required to be made in respect of principal (and premium, if any) and interest with respect to such Note will on a date (including the day of Stated Maturity) that is not a Business Day for such Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date such date, and no additional interest shall accrue as a result of such delayed payment. However, if with respect to any Note for which "Accrue to Pay" is specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, any Interest Payment Date with respect to such Fixed Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day. Each payment of interest in respect of an Interest Payment Date shall include interest accrued through the day before such Interest Payment Date. Unless otherwise specified herein, interest on such payment will accrue from and after such due date. FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such amount of said Note on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note will be computed on the basis of a “qualified institutional buyer” 360-day year of twelve 30-day months (as defined "30 over 360") or, in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address case of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checkedincomplete month, the Trustee shall not be obligated to register this Note in the name number of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfieddays elapsed.
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Fixed Rate Notes. Each Fixed Rate Notes shall Note will bear interest from (and including) the Interest Commencement including its Issue Date specified above at the rate or rates per annum so set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (the “Fixed Rate(sother than a Zero- Coupon Note) of Interest”) payable in arrears on the Interest Payment Date(s) in each year and on the Stated Maturity or upon redemption or acceleration. The first payment of interest will be made payable either monthly, quarterly, semi-annually or annually on the each Interest Payment Date next following and at Maturity (or on the Interest Commencement Datedate of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest (and principal, if any, payable other than at Stated Maturity or upon acceleration or redemption) shall will be payable in immediately available funds to the Person person in whose name a Security Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Securities upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided that provided, however, interest payable at Stated Maturity Maturity, on a date of redemption or upon acceleration or redemption shall in connection with the exercise of the Survivor’s Option will be payable to the Person person to whom principal will shall be payable; and provided further, that if and to the extent IRSA PC defaults in the . Any payment of the interestprincipal, including any Additional Amountsand premium, due on such Interest Payment Dateif any, such defaulted interest, including any Additional Amounts, shall be paid or interest required to the Person in whose names such Notes are registered at the end of a subsequent record date established by IRSA PC by notice given by or on behalf of IRSA PC to the Holders of the Notes not less than fifteen (15) days preceding such special record date, such record date to be not less than fifteen (15) days preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Note originally issued between a Regular Record Date and an Interest Payment Date shall be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture, be paid, in immediately available funds, to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on September 22 or March 22 (whether or not a Business Day, as defined in the Indenture), as the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration or redemption shall be made to the registered Holder on such date in immediately available funds to the person in whose name such note is registered upon surrender of such Note at the Corporate Trust Office or at the specified office of any other Paying Agent; provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon redemption shall be made by check mailed on or before the due date for such payments to the address of the Person entitled thereto as it appears in the Register; provided that (a) the Depositary, as Holder of Global Securities, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a Holder of at least US$1,000,000 in aggregate principal or face amount of Securities shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such Holder at a bank located in the United States as may have been appropriately designated by such Holder to the Trustee in writing no later than fifteen (15) days prior to the date such payment is due. Unless such designation is revoked, any such designation made by such Holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such Holder. Payments of interest on any Fixed Rate Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If the Stated Maturity for any Fixed Rate Note or the Interest Payment Date for any Fixed Rate Note falls on a day which is not a Business DayDay need not be made on such day, payment of principal (and premium, if any) and interest with respect to such Note will but may be made on the next succeeding Business Day with the same force and effect as if made on the due date such day, and no additional interest shall accrue as a result of such delayed payment. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date. Floating Rate Notes. Interest on Floating Rate Notes will be payable monthly, quarterly, semiannually or annually (each an “Interest Payment Date”). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of the month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Notes. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such payment Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the registered Holder on such next succeeding Regular Record Date. Calculation of Interest: Interest on Fixed Rate Notes (including interest for partial periods) will accrue from be calculated on the basis of a 360-day year of twelve 30-day months. (Examples of interest calculations are as follows: October 1, 2023 to April 1, 2024 equals 6 months and after such due date. FOR VALUE RECEIVED0 days, or 180 days; the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code interest paid equals 180/360 times the annual rate of assignee) Insert Taxpayer Identification No.: this Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such interest times the principal amount of said Note the Note. The period from December 3, 2023 to April 1, 2024 equals 3 months and 28 days, or 118 days; the interest payable equals 118/360 times the annual rate of interest times the principal amount of the Note). Interest rates on the books of IRSA PC with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date that is one year after the Original Issue Date of this Note (provided that IRSA PC or any affiliate of IRSA PC has not acquired this Note during such one-year period), the undersigned confirms that without utilizing any general advertising or general solicitation: (check one) x This Note is being transferred pursuant to the exception from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A thereunder (“Rule 144A”) and, upon registration of such transfer, each beneficial owner of this Note Floating Rate Notes will be a “qualified institutional buyer” (determined as defined in Rule 144A), and each such person has been advised that this Note is being sold or transferred to it in reliance upon Rule 144A and has received the information, if any, requested by it pursuant to Rule 144A; or x This Note is being transferred pursuant to the exemption from registration under the Securities Act provided by Regulation S under the Securities Act (“Regulation S”), and the address of the person in whose name this Note is to be registered upon transfer is an address outside the United States (as defined in Regulation S); or x This Note is being transferred to a Dealer or to IRSA PC; or x This Note is being transferred other than in accordance with (a), (b) or (c) above, and documents are being furnished to the Trustee or the Transfer Agent which comply with the conditions of transfer set forth in this Note the form of Notes (substantially as described in the Prospectus and the Indentureapplicable Pricing Supplement). If none of the foregoing boxes is checked, the Trustee shall not Interest on Floating Rate Notes will be obligated to register this Note calculated as specified in the name of any person other than the Holder hereof unless and until the conditions to any such registration of transfer set forth herein and in the Indenture shall have been satisfiedapplicable pricing supplement.
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